REG - Power Probe PLC - 2025 Preliminary Results
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RNS Number : 9468B Power Probe PLC 27 April 2026
27 April 2026
Power Probe PLC
2025 Preliminary Results
Pivotal year delivering strong financial performance and accelerated strategic
delivery
Power Probe ("Power Probe", the "Group" or the "Company"), a leading producer
of automotive electrical diagnostic tools for professional service
technicians, today reports its preliminary results for the year ended 31
December 2025 ("FY25")(1).
2025 Financial Highlights
· Revenue of $39.4 million, an increase of 25.7% (2024: $31.3
million)
o Revenue from new products of 34.8% (2024: 15.5%)(2)
· Adjusted EBITDA(3) of $9.0 million, an increase of 6.7% (2024:
$8.4 million)
· Adjusted EBITDA margin of 22.9% (2024: 26.9%)
· Gross margin of 40.0% (2024: 44.5%)
· Cash of $15.3 million (2024: $2.1m) including $13.0 million net
IPO proceeds
Strategic and Operational Highlights
· Successfully completed IPO on the London Stock Exchange's AIM in
December 2025, raising gross proceeds of approximately $15 million, to support
future growth plans
· Six new products launched during the year, each designed to meet
increasingly sophisticated technician requirements in a rapidly evolving
diagnostics landscape
· Adoption of Power Probe products in major car manufacturers'
dealership programmes including newly opened strategic accounts with Ford,
Hyundai, Honda and Toyota
· Opening of our new distribution facility in Nuneaton, UK to
facilitate expansion initially into the UK and selected European markets
Dividend
· Initial dividend of 2.16 cents (1.60 pence) per ordinary share,
to be declared and announced separately
· This initial dividend will carry an ex dividend date of 7 May,
with payment no later than 29 May
· Going forwards, the Board will declare interim and final
dividends in line with a progressive dividend policy which reflects the
long-term earnings and cashflow potential of the Group whilst maintaining an
appropriate level of dividend cover
Outlook
Trading in the first quarter of 2026 has been encouraging and in line with
management's expectations. We continue to make good progress on the execution
of our strategy, launching four new products in the year-to-date and securing
product in the programmes of new manufacturers and dealerships including GM
and Stellantis. Our Nuneaton distribution centre, opened in 2025, is now fully
operational and building strong customer and sales momentum.
The Group is reliant on seaborne and airborne transport for the import of its
products from Asia into the US and Europe, with seaborne transport typically
crossing the Pacific Ocean and passing through the Panama Canal. These routes
have not suffered any significant dislocation as a result of the conflict in
the Middle East during the first quarter of our financial year 2026 and as
such we have not experienced any material impact on our operations to date.
The launch of our manufacturing facility in the USA will increase our
operational flexibility as well as opportunities for longer-term growth in
both top line and in margin. We anticipate that this will also strengthen the
Group's innovation pipeline and expand production closer to the Group's key US
market.
Chema Garcia, Chief Executive Officer, commented:
"We're pleased to have delivered a strong financial and operational
performance in FY25, alongside the successful AIM IPO in December. Our revenue
performance was driven by continued product innovation and supported by
further growth into new markets, reflecting the significant strategic progress
made during the year.
We enter 2026 with strong momentum and enthusiasm for the opportunity ahead.
While we continue to monitor potential implications from the conflict in the
Middle East, our operations remain unaffected and trading in the first quarter
of 2026 has been in line with expectations.
We have a clear strategy for growth centred on continued product innovation,
expansion into new markets and territories, and investment into our Charlotte,
N.C. facility to develop our first "Made in USA" product. Supported by strong
structural market growth drivers, our IPO has provided an expanded platform
from which to continue to deliver against these initiatives and create
long-term, sustainable growth."
1 The financial information is presented unaudited, the annual report and
accounts are expected to be finalised shortly and no changes are expected to
these results as part of the audit finalisation.
2 Revenue from products launched in the last three years (excluding private
brands)
3 Adjusted EBITDA is a non-GAAP measure defined as EBITDA (operating profit
before depreciation and amortisation) adjusted to exclude non-underlying,
non-recurring items, specifically IPO related expenses, one-off litigation
costs and IFRS 2 share-based payment charges
ENDS
CONTACT DETAILS
Power Probe https://powerprobe.com/en/
(https://protect.checkpoint.com/v2/r02/___https:/powerprobe.com/en/___.YXAxZTpzaG9yZWNhcDpjOm9mZmljZTM2NV9lbWFpbHNfYXR0YWNobWVudDoyZGZkOTIzYzBlNDE3NjZmMDhlY2NjNmMxYjAwZjgwMzo3OmIyZGI6Yzk0YTA5OGI4ZWJhODQ0ZjBjZjA4ZTgwNGViMmI1Mjc5OWYxZjJkMmI3M2E3YzViODVhYjIxZDcyZjc1OTkyODpwOkY6Tg)
Chema Garcia, Chief Executive Officer
c/o Sodali & Co
Fabio Medina, Chief Financial Officer
Tom Marsh, Corporate Development & Investor Relations
Shore Capital (Nominated Adviser & Broker) +44 (0)20 7408 4090
Toby Gibbs / Harry Davies-Ball
Sodali & Co +44 (0)78 5543 2699
James White / Tilly Abraham / James Whitaker powerprobe@client.sodali.com (mailto:powerprobe@client.sodali.com)
About Power Probe
Power Probe is a leading producer of automotive electrical diagnostic tools
for professional service technicians.
The Group was founded in 1992 in California, USA, and has grown to become an
internationally renowned brand, designing and distributing over 120 products.
It is driven by a relentless focus on product quality, continuous innovation
and customer care, as captured in its mission statement: "Simplifying
Automotive Diagnostics".
CHAIRMAN'S STATEMENT
Introduction
I am pleased to present Power Probe PLC's inaugural Annual Report and Accounts
following our successful admission to trading on the London Stock Exchange's
AIM Market in December 2025. Our IPO marks a pivotal point in our corporate
journey, which began in 1992. Raising $15 million of primary capital will
accelerate our growth opportunity through investment in new manufacturing
facilities, enhancing our product development and speed to market with
launching new products and technologies, and elevating the profile of the
Power Probe brand.
Since 1992, Power Probe has grown to become an internationally renowned brand
and a leading producer of automotive electrical diagnostic tools for
professional service technicians. Our aim is to deliver sustainable,
profitable growth and drive long term value for our employees, our partners
and our shareholders through executing on our core mission of Simplifying
Automotive Diagnostics. Our growth strategy is based on three primary
objectives: continued product innovation; diversifying and strengthening of
our supply chains under our 'Made in USA' brand; and entry into new markets
and verticals.
We benefit from strong underlying market trends of non-cyclical car parc
growth, the increasing average age of vehicles within the global car parc and
increasing vehicle complexity. All of these provide a positive supporting
tailwind as we move into 2026 and beyond.
Product innovation
Our growth in 2025 has been supported by continuous innovation, both in
incremental advancements made to existing product lines and the development of
new products, incorporating new technologies. We believe there is a
significant opportunity to accelerate innovation in new products within our
niche. A number of new product initiatives are currently underway, and we
expect several of those to come to market during the course of 2026.
Investing in 'Made in USA'
The addition of US production to complement our existing supply chain will
leverage the extensive experience of our management team to realise further
operational efficiencies. The investment in new manufacturing assets in our
Charlotte, N.C. facility will strengthen our innovation pipeline and expand
production capacity closer to our key US market. We see a significant
opportunity arising out of this initiative as we move towards launching our
first 'Made in USA' product to the US market. We look forward to updating
shareholders on our progress here during the course of 2026.
New markets and verticals
Whilst approximately 95% of our revenue was generated from the US market in
2025, we see significant opportunities in new territories. In 2025 we marked a
major milestone with the opening of our distribution facility in Nuneaton to
facilitate further expansion into the UK and selected European markets. The
Directors have also identified opportunities for expansion into new
geographies within well-established markets, including Canada, Mexico and
Latin America.
During the year we established several accounts with major car manufacturers,
incorporating our products into their dealership programmes. This is a new
market for Power Probe and one we believe has the potential to be a
significant source of growth in the near future. The Group is also exploring
the potential for additional verticals for its specialised products, such as
military automotive fleets, boating maintenance and repair, and the global car
rental fleet.
Board and Governance
The Board was strengthened in advance of the Company's IPO with the
appointment of experienced independent and executive directors to ensure that
the Company operates to high standards of governance. The Board has been
constituted in line with the principles of the Quoted Companies Alliance
Corporate Governance Code, which we believe provides an appropriate balance
between robust governance whilst maintaining the entrepreneurial culture that
has underpinned Power Probe's success to date.
Cynthia Alers, an Independent Director with extensive experience in finance,
governance and strategy, chairs both the Audit & Risk Committee and the
Remuneration Committee. Jackie Ip as Non-Executive Director brings deep
industry expertise in electrical measurement and diagnostic tools, currently
serving as Chair and CEO of Precision Mastech Enterprises, having previously
co-founded the MGL Group alongside our CEO, Chema Garcia.
Colin Fielding joined the Board as an Independent Director, contributing more
than two decades of experience in strategic planning and business
transformation across automotive and industrial testing businesses, including
Bosch Automotive Service Solutions, SPX Flow and Snap-on Inc. Fabio Medina
joined the Board as Chief Financial Officer and Executive Director. I am
pleased to welcome my fellow Board members and look forward to working with
them as we guide Power Probe through its next stage of growth.
Dividend policy
The Board has adopted a progressive dividend policy which reflects the
long-term earnings and cashflow potential of the Group whilst maintaining an
appropriate level of dividend cover.
Conclusion
Our successful admission to AIM marks the next chapter in Power Probe's
growth, and I am very proud to help guide the company through the
opportunities ahead. I would like to thank our shareholders for their support,
especially those new shareholders who have joined us on this journey, as well
as our employees and partners who have been and will continue to be an
essential part of our success.
M Sherwin
Chairman
CHIEF EXECUTIVE OFFICER'S REPORT
Introduction
I am delighted to present Power Probe's results for the 2025 financial
year, which marked a milestone year for the Group. Our strategy continues to
deliver results: we are driving revenue growth, broadening our product
portfolio, and strengthening our position across both established and emerging
markets and territories.
As a publicly traded company, we can now utilise our listing to secure and
retain top-tier engineering talent within industrial technology and research
and development, whilst providing an additional route to incentivising our
existing employees who have been an instrumental part of our growth journey. I
am incredibly grateful for the continued hard work and dedication of all our
employees across the Group, especially in this pivotal year of our IPO.
Our successful $15m primary capital raise alongside our IPO will allow us to
accelerate our strategy by opening a new manufacturing facility in the US, in
turn strengthening our innovation pipeline and adding production capability
closer to our core US markets. This will provide additional capacity in
conjunction with our existing supply chain, which will remain strategically
important as we grow our international footprint outside of the core US
market.
Power Probe continues to benefit from a large, resilient and growing core
market in the United States - supported by strong underlying market trends.
The US accounted for $37.5 million of revenue in 2025, representing 95.4% of
the Group's total and growing 25.4% year on year. Revenue from the Rest of
World segment grew by 33.6% to $1.8 million, with activity concentrated
primarily in the UK and Europe. While still a modest proportion of total Group
revenue, these additional territories represent an important opportunity for
growth.
Robust financial performance
The Group delivered a robust financial performance, with revenue increasing by
25.7% to $39.4 million (2024: $31.3 million). This growth was underpinned by
sustained demand across Power Probe's core product lines and accelerating
adoption of new products launched in the last three years. Gross profit
increased by 13.0% to $15.7 million (2024: $13.9 million), adjusted EBITDA
increased 6.7% to $9.0 million (2024: $8.4 million), with an adjusted EBITDA
margin of 22.9% (2024: 26.9%)
Innovation remains a central driver of Power Probe's long‑term growth
strategy. In 2025, revenue growth was strongly supported by innovation within
our portfolio, with new products launched in the last three years contributing
34.8% of revenue (excluding private brands), more than double the 15.5%
contribution in 2024.
We are seeing increasing adoption of our products in the UK and Europe and the
funds from the IPO will support our expansion into these new geographies by
providing additional working capital and supporting the continued build-out of
our UK distribution centre, based in Nuneaton.
$'000s 2025 2024 Change
Revenue 39,354 31,296 +25.7%
Gross profit 15,746 13,930 +13.0%
Gross margin 40.0% 44.5% -4.5% pts
Adjusted EBITDA * 8,996 8,434 +6.7%
Adjusted EBITDA margin 22.9% 26.9% -4.1% pts
Revenue by geography:
US 37,529 29,929 +25.4%
Rest of World 1,825 1,366 +33.6%
New products ** 34.8% 15.5% +19.3% pts
*Adjusted EBITDA is a non-GAAP measure defined as EBITDA (operating profit
before depreciation and amortisation) adjusted to exclude non-underlying,
non-recurring items, specifically IPO related expenses, one-off litigation
costs and IFRS 2 share-based payment charges
**Revenue from products launched in the last three years (excluding private
brands)
We launched six new products during the year, each designed to meet
increasingly sophisticated technician requirements in a rapidly evolving
diagnostics landscape. These new products were the primary engine of Group
growth, reinforcing the success of our continued investment in innovation. Key
new products contributing towards our top line growth included PPDRAW, PPFUSE
and DM300AUTO within the parasitic draw and multimeter categories, supporting
overall resilience in our core product offerings of powered circuit probes and
associated testing kits.
Within our private brands business we are focused on developing new, higher
margin revenue channels focused on mobile tool distributor customers,
replacing low margin legacy accounts (c.15% of revenue in 2025). This marks a
strategic shift as we prioritise our efforts both on Power Probe branded
products and, within our private brands business, on accounts offering
potential for higher margins and greater strategic growth - particularly with
the mobile distributors.
During the year we opened a new market focused on major car manufacturers'
dealership programmes, with the adoption of Power Probe products in multiple
programmes including Ford, Hyundai, Honda and Toyota. We expect sales within
this market to contribute to revenue growth across the Group in 2026, becoming
an increasingly meaningful revenue stream in time. We expect these
relationships and programmes to develop in conjunction with our innovation
pipeline, especially in areas of focus such as diagnostics related to the
growing market for electric vehicles and other areas of market need arising
from the growing complexification of new cars, for example parasitic drain
technologies.
2025 2024
- Product category:
Powered circuit probes 29.6% 39.0%
Parasitic draw meters 19.6% 9.4%
Cable tracers 10.9% 13.6%
Testing kits 10.7% 15.4%
Multimeters 6.3% 2.2%
Other 7.7% 4.1%
Private brands 15.4% 16.3%
Outlook and future prospects
Trading in the first quarter of 2026 has been encouraging and in line with
management expectations. We continue to make good progress on the execution of
our strategy, launching four new products in the year-to-date and securing
product in the programmes of new manufacturers and dealerships including GM
and Stellantis. Our Nuneaton distribution centre, opened in 2025, is now fully
operational and building strong customer and sales momentum.
The Group is reliant on seaborne and airborne transport for the import of its
products from Asia into the US and Europe, with seaborne transport typically
crossing the Pacific Ocean and passing through the Panama Canal. These routes
have not suffered any significant dislocation as a result of the conflict in
the Middle East during the first quarter of our financial year 2026 and as
such we have not experienced any material impact on our operations up to the
date of publication of this report.
The launch of our manufacturing facility in the USA will increase our
operational flexibility as well as opportunities for longer-term growth in
both top line and in margin. We anticipate that this will also strengthen the
Group's innovation pipeline and expand production closer to the Group's key US
market.
2025 marked a pivotal year for Power Probe and we enter 2026 with continued
momentum. Supported by strong structural market growth drivers, our IPO has
provided an expanded platform from which we are well positioned to continue to
deliver long-term, sustainable growth.
Chema Garcia Riera
Chief Executive Officer
FINANCE REVIEW
Revenues grew to $39.4 million, an increase of 25.7% (2024: $31.3 million).
Revenues from Power Probe branded products grew strongly by 27.2%, driven by
new product launches in the year and continuing strong contributions from
products launched in the last three years. Private brands contributed $6.1
million, an increase of 18.4% (2024: $5.1 million).
$'000s 2025 2024 Change
Revenue by business unit:
Power Probe branded products 33,299 26,182 +27.2%
Private brands 6,055 5,114 +18.4%
Gross margin was 40.0%, down 4.5% pts (2024: 44.5%), impacted in the year by
product mix and lower margin across the private brands business unit. As noted
elsewhere, the Group is strategically moving away from this legacy business as
we focus on developing new, higher margin revenue opportunities in private
brands. New product introductions continue to be a source of higher margin
revenue, and we expect to benefit from this as our pipeline of new Power Probe
branded products are released to the market.
Selling and marketing costs were $3.9 million, up 27.2% (2024: $3.1 million),
whilst general and administrative expenses were $6.7 million, an increase of
138.4% (2024: $2.8 million), largely as a result of IPO-related expenses
incurred during the year and additional hiring in key management positions
across the Group.
$'000s 2025 2024 Change
Revenue 39,354 31,296 +25.7%
Cost of sales (23,608) (17,365) +35.9%
Gross profit 15,746 13,931 +13.0%
Gross profit margin 40.0% 44.5% -4.5% pts
Selling and marketing expenses (3,922) (3,083) +27.2%
General and administrative expenses (6,696) (2,809) +138.4%
Research and development expenses (467) (94) +398.8%
Operating profit 4,662 7,945 -41.3%
Finance income 4 9 -47.5%
Finance costs (123) (254) -51.4%
Profit before tax 4,543 7,700 -41.0%
Tax (1,487) (1,948) -23.7%
Profit after tax 3,056 5,752 -46.9%
Adjusted EBITDA was $9.0 million, an increase of 6.7% (2024: $8.4 million).
Adjusting items in the year comprised $3.3 million of IPO‑related
expenditure (2024: nil), $0.6 million of one-off litigation costs
predominantly incurred in the second half of 2025 (2024: $0.1m) and a small
IFRS 2 charge in relation to share awards granted to employees at IPO (2024:
nil).
$'000s 2025 2024 Change
Operating profit 4,662 7,945 -41.3%
Depreciation 377 355 +6.2%
Amortisation 5 - -
EBITDA 5,044 8,299 -39.2%
IPO related expenses 3,272 - -
One-off litigation 640 134 +377.2%
Share based payments 40 - -
Adjusted EBITDA* 8,996 8,434 6.7%
Adjusted EBITDA margin 22.9% 26.9% -4.1% pts
*Adjusted EBITDA is a non-GAAP measure defined as EBITDA (operating profit
before depreciation and amortisation) adjusted to exclude non-underlying,
non-recurring items, specifically IPO related expenses, one-off litigation
costs and IFRS 2 share-based payment charges
Adjusted EBITDA 8,996 8,434 6.7%
Depreciation (377) (355) +6.2%
Amortisation (5) - -
Adjusted EBIT 8,614 8,079 +6.6%
Finance income 4 9 -47.5%
Finance costs (123) (254) -51.4%
Adjusted profit before tax 8,496 7,834 +8.4%
Tax * (2,124) (1,958) +8.4%
Adjusted profit after tax * 6,372 5,875 +8.4%
Adjusted EPS ** 8.65 cents 7.97 cents +8.4%
*Adjusted profit after tax is calculated using a group effective tax rate of
25%
**Adjusted EPS is calculated using adjusted profit after tax, as defined
above, and the shares in issue from the date of IPO, being 73,702,404 ordinary
shares. See note 13 to the consolidated financial statement for a
reconciliation of basic and diluted earnings per share on a statutory basis
Balance sheet and cash flow
Total assets were $32.3 million, an increase of 73.1% (2024: $18.7 million),
largely due to cash rising by $13.1 million, including $13.0 million of net
IPO proceeds. Long‑term assets increased following changes to leased
facilities with right‑of‑use assets increasing by $3.0 million, reflecting
the renewal of the Charlotte facility lease and a new lease entered into for
the UK facility in Nuneaton.
Total cash increased by $13.1 million, ending the year at $15.3 million (2024:
$2.1 million) and net operating cash flow was $5.1 million, an increase of
19.7% (2024: $4.2 million). Inventory decreased by $3.3 million, while
payables decreased by $1.4 million due to a lower value of purchases and
efficient management of inventory levels. Accounts receivable balances were
broadly stable at $5.8 million (2024: $5.3 million) as sales increased.
Finance costs were lower in the year, reflecting reduced utilisation of the
revolving credit facility.
Total shareholders' equity increased by $10.9 million following the issuance
of new shares whilst retained earnings decreased by $0.9 million, reflecting
the $4.0 million dividend paid during the first quarter of the year, prior to
IPO.
Funding and facilities
On 31 October 2025, the Group entered into a new revolving line of credit
agreement with Bank of America, N.A., which replaced the Group's previous line
of credit facility with The PNC Financial Services Group, Inc.
The new facility offers a drawdown of up to $8.0 million and was made
available from 31 October 2025 until 30 November 2027. The interest rate
applicable to the facility is the Term SOFR Daily Floating Rate plus 1.9 per
cent. per annum, subject to a minimum base rate of 1.25 per cent.
The facility allows for early repayment without penalty and is secured by the
Group's inventory and receivables. The agreement includes financial covenants
requiring the Group to maintain an Asset Coverage Ratio of at least 1.0:1.0
and a Basic Fixed Charge Coverage Ratio of at least 1.15:1.0.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Note 2025 2024
$ $
Revenue 6 39,353,959 31,295,736
Cost of sales (23,607,551) (17,365,420)
Gross profit 15,746,408 13,930,316
Selling and marketing expenses (3,921,941) (3,083,113)
General and administrative expenses (3,423,559) (2,809,136)
Exceptional costs in connection with IPO (3,272,307) -
Research and development expenses (466,786) (93,581)
Operating profit 7 4,661,815 7,944,486
Finance income 4,467 8,515
Finance costs 11 (123,210) (253,514)
Profit before tax 4,543,072 7,699,487
Income tax 12 (1,487,133) (1,947,862)
Profit for the year 3,055,939 5,751,625
Other comprehensive income/(loss) 352,637 (3,259)
Total comprehensive income 3,408,576 5,748,366
Basic earnings per share (cents) 13 5.03 9.60
Diluted earnings per share (cents) 13 5.02 9.60
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Note 2025 2024
$ $
Assets
Non-current assets
Intangible assets 14 162,892 -
Property, plant and equipment 15 3,774,725 735,447
Deferred tax assets 16 777,624 816,207
4,715,241 1,551,654
Current assets
Inventories 17 6,120,378 9,467,132
Trade receivables 18 5,850,562 5,305,216
Other receivables and prepayments 19 361,087 198,803
Cash and cash equivalents 20 15,255,062 2,134,531
27,587,089 17,105,682
Total assets 32,302,330 18,657,336
Equity and liabilities
Equity
Ordinary share capital 21 93,675 4,043,128
Deferred share capital 21 3,702,306 -
Share premium 21 13,004,716 -
Share-based payment reserve 22, 23 39,774 -
Other reserve 23 (2,880,852) (1,580,973)
Foreign currency reserve 23 309,980 (42,657)
Retained earnings 23 5,923,545 6,867,606
Total equity 20,193,144 9,287,104
Non-current liabilities
Lease liabilities 24 3,477,902 424,348
3,477,902 424,348
Current liabilities
Trade and other payables 25 7,156,459 7,366,841
Lease liabilities 24 258,239 362,457
Provisions 26 1,216,586 1,216,586
8,631,284 8,945,884
Total liabilities 12,109,186 9,370,232
Total equity and liabilities 32,302,330 18,657,336
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share-based
Ordinary Deferred based Foreign
share share Share payment Other currency Retained Total
capital capital premium reserve reserve reserve earnings equity
$ $ $ $ $ $ $ $
At 1 January 2025 4,043,128 - - - (1,580,973) (42,657) 6,867,606 9,287,104
Comprehensive income for the year
Profit for the year - - - - - - 3,055,939 3,055,939
Other comprehensive income for the year - - - - - 352,637 - 352,637
Total comprehensive income for the year - - - - - 352,637 3,055,939 3,408,576
Transactions with owners
Removal of old capital structure (4,043,128) - - - 4,043,128 - - -
Issue of shares on share-for-share exchange 3,777,863 - - - (3,777,863) - - -
Subdivision of shares (3,702,306) 3,702,306 - - - - - -
Issue of shares for cash 18,118 - 13,004,716 - - - - 13,022,834
Dividends paid - - - - - - (4,000,000) (4,000,000)
Movement on other reserve - - - - (1,565,144) - - (1,565,144)
Share-based payments - - - 39,774 - - - 39,774
Total transactions with owners (3,949,453) 3,702,306 13,004,716 39,774 (1,299,879) - (4,000,000) 7,497,464
At 31 December 2025 93,675 3,702,306 13,004,716 39,774 (2,880,852) 309,980 5,923,545 20,193,144
Ordinary Foreign
share Other currency Retained Total
capital reserve reserve earnings equity
$ $ $ $ $
At 1 January 2024 4,043,128 (2,288,516) (39,398) 1,115,981 2,831,195
Comprehensive income for the year
Profit for the year - - - 5,751,625 5,751,625
Other comprehensive income for the year - - (3,259) - (3,259)
Total comprehensive income for the year - - (3,259) 5,751,625 5,748,366
Transactions with owners
Movement on other reserve - 707,543 - - 707,543
Total transactions with owners - 707,543 - - 707,543
At 31 December 2024 4,043,128 (1,580,973) (42,657) 6,867,606 9,287,104
CONSOLIDATED STATEMENT OF CASH FLOWS
Note 2025 2024
$ $
Cash flows from operating activities
Profit before tax for year 4,543,072 7,699,487
Adjustments to reconcile profit before tax to net cash flows:
Amortisation of intangible fixed assets 14 5,108 -
Depreciation of property, plant and equipment 15 376,699 354,683
Share-based payments 22 39,774 -
Finance (4,467) (8,515)
income
Finance costs 11 123,210 253,514
Foreign exchange differences (39,913) (3,259)
Decrease/(increase) in inventories 3,346,754 (2,345,122)
Increase in trade receivables (545,346) (588,064)
Increase in other receivables and prepayments (162,284) (48,437)
(Decrease)/increase in trade and other payables (1,387,217) 1,741,773
Tax paid (1,222,542) (2,817,118)
Net cash flows generated from operating activities 5,072,848 4,238,942
Cash flows from investing activities
Purchase of intangible fixed assets (168,000) -
Purchase of property, plant and equipment 15 (77,191) (5,089)
Interest received 4,467 8,515
Net cash flows (used in)/generated from investing activities (240,724) 3,426
Cash flows from financing activities
Issue of shares, net of issuance costs 13,022,834 -
Cash flows relating to spin out 29 (475,183) 707,543
Net repayments to revolving credit facility 28 - (2,309,847)
Lease payments 24 (383,840) (336,419)
Interest paid (123,210) (277,952)
Dividends paid (4,000,000) -
Net cash generated from/(used in) financing activities 8,040,601 (2,216,675)
Net increase in cash 12,872,725 2,025,693
Cash at beginning of year 2,134,531 108,838
Exchange differences on cash 247,806 -
Cash at the end of year 20 15,255,062 2,134,531
Comprising:
Cash and cash equivalents 15,255,062 2,134,531
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Corporate information
Power Probe Plc ("the Company") is a public limited company incorporated and
domiciled in England and Wales. The registered office address is 15 Whitehall,
London, United Kingdom, SW1A 2DD. The Company was incorporated on 16 January
2025. On 17 November 2025, the Company re-registered as a public limited
company. The Company's shares were listed on the London Stock Exchange's AIM
on 11 December 2025.
Power Probe Plc together with its subsidiaries form the Power Probe Group
('the Group'). The Group's
principal activity is the marketing and sale of diagnostic equipment for the
automotive industry.
The Group was formerly part of the MGL Group and was created through a
spin-out of the Power Probe business from the MGL Group. On 24 December 2024,
Power Probe Group Limited, the former parent company of the Power Probe Group,
was legally separated from the MGL Group through a distribution of its shares
to MGL members. The Company was subsequently incorporated on 16 January 2025
and, on 26 February 2025, issued shares to the shareholders of Power Probe
Group Limited via a share-for-share exchange. This constitutes a capital
reorganisation of the Group.
2. Basis of preparation
The financial information for the year ended 31 December 2025 as set out in
this preliminary announcement does not constitute the statutory accounts of
the Group for the relevant year within the meaning of section 435 of the
Companies Act 2006. The financial statements for the year ended 31 December
2025 are unaudited. These accounts will be finalised on the basis of the
financial information presented by the Directors in the preliminary
announcement and will be delivered to the Registrar of Companies following the
Company's annual general meeting.
The financial information in this preliminary announcement have been prepared
in accordance with international accounting standards in conformity with
the requirements of the Companies Act 2006.
The financial statements have been prepared in accordance with the
requirements of the AIM Rules for Companies, UK adopted International
Accounting Standards (IFRS) and the Companies Act 2006. The financial
statements have been prepared on a historical cost basis.
The financial statements are presented in US dollars ($).
As explained in note 1, the Group did not exist in its current form during the
comparative period. The Directors have considered the basis on which
comparative information is presented, applying both the principles set out in
IAS 8.10-12 and the Conceptual Framework for Financial Reporting ('Conceptual
Framework'). The Directors have judged that in order to maximise relevance and
reliability of the comparative information, the comparative information should
be presented as if the Group existed in its current legal structure throughout
the comparative period.
Further to this, the results for the current reporting period have also been
prepared as if the Group existed in its current legal structure throughout the
reporting period.
The preparation of financial statements in compliance with IFRS requires the
use of certain critical accounting estimates and judgements. It also requires
management to exercise judgement of the most appropriate application in
applying the Group's accounting policies. The areas where significant
judgements and estimates have been made in preparing the financial statements
and their effect are disclosed in note 5.
3. Going concern
The financial information has been prepared on the going concern basis. The
Directors have reviewed the Group's cashflow forecasts, committed borrowing
facilities and covenant headroom, and considered principal downside
sensitivities and management's mitigations. On the basis of that review the
Directors concluded that the Group is sufficiently funded to continue to meet
its obligations and to operate as a going concern for at least 12 months from
the date of this financial information. No material uncertainties that cast
significant doubt on the Group's ability to continue as a going concern were
identified.
4. Summary of material accounting policies
4.1 Basis of consolidation
The consolidated financial information incorporates the financial information
of the Company and entities controlled by the Company (its subsidiaries),
together comprising the Group. Control is achieved when a company is exposed,
or has rights, to variable returns from its involvement with the entity and
has the ability to affect those returns through its power over the entity.
Where necessary, adjustments are made to the financial statements of
subsidiary to bring the accounting policies used into line with those used by
other members of the Group. All significant inter-company transactions and
balances between Group entities are eliminated on consolidation.
The acquisition of Power Probe Group Limited by the Company in February 2025,
as explained in note 1, is a common control transaction outside the scope of
IFRS 3. A predecessor value method has been applied, with the assets and
liabilities of the acquired business recognised at their existing carrying
values (rather than at fair value). The difference between the carrying values
of the assets and liabilities of the acquired business and the value of the
shares issued in the capital reorganisation is included in equity in the other
reserve.
Subsidiary companies
Proportion of
Country of Nature of voting rights and
Name of company incorporation business Interest shares held
Power Probe UK Limited England and Wales Marketing and sale of diagnostic equipment for the automotive industry 100% 100%
Power Probe Group, Inc United States of America As above 100% 100%
Power Probe Group, S.L. Spain As above 100% 100%
The registered office address of Power Probe UK Limited is 15 Whitehall,
London, SW1A 2DD, United Kingdom. The principal place of business of Power
Probe UK Limited is Unit 3 Bermuda Industrial Estate, Buckingham Close, St
Georges Way, Nuneaton, CV10 7JT, United Kingdom.
The registered office address of Power Probe Group, Inc is 651 N. Broad St.,
Suite 206, Middletown, DE 19709, United States of America. The principal place
of business of Power Probe Group, Inc is 6509 Northpark Blvd, Suite 400,
Charlotte, NC 28216, United States of America.
The registered office address and principal place of business of Power Probe
Group, S.L. is C/Picu Castiellu, Parcela i1-i4, 33163, Argame, Morcin,
Asturias, Spain.
4.2 Revenue
Revenue comprises sales of goods to customers outside the Group, measured at
the transaction price, net of value added tax and other sales taxes. Revenue
is recognised when control of the goods transfers to the customer, which is
generally at the point goods leave the warehouse or on delivery in accordance
with the contract terms. Variable consideration, including expected returns
which are estimated with reference to historical return rates and updated for
current expectations, discounts and rebates, is estimated and recognised such
that revenue reflects only amounts the Group expects to be entitled to. A
returns liability and a corresponding inventory asset for the right to recover
products are recognised, and disclosed separately where material. The returns
liability at the reporting period is not material.
Significant judgements in applying IFRS 15 include the assessment of timing of
transfer of control and the estimation of expected returns, which are
estimated by reference to historical returns rates. Revenue is disaggregated
by geography in note 6.
4.3 Research and development
Research and development expenditure that does not meet the criteria for
capitalisation are recognised as an expense as incurred.
4.4 Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates ('the functional currency'). The functional currency of the
parent Company is pound sterling (GBP). The functional currency of the
principal operating subsidiary is US dollars (USD).
The consolidated financial statements are presented in USD. Management has
determined that USD is the most relevant presentation currency for users of
the financial statements, as the Group's primary operations, revenue streams
and cash flows are denominated in USD.
Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates at the dates of the transactions. Foreign exchange
gains and losses resulting from the settlement of such transactions, and from
the translation of monetary assets and liabilities denominated in foreign
currencies at year end exchange rates, are recognised in profit or loss.
Foreign exchange gains and losses that relate to borrowings are presented in
profit or loss, within finance costs. All other foreign exchange gains and
losses are presented in profit or loss on a net basis within 'general and
administrative expenses'.
4.4 Foreign currency translation (continued)
Group companies
On consolidation, the results and financial position of subsidiaries (none of
which has the currency of a hyperinflationary economy) that have a functional
currency other than USD are translated as follows:
· assets and liabilities for each statement of financial position presented
are translated at the closing rate at the date of that statement of financial
position,
· income and expenses for each statement of profit or loss and statement of
comprehensive income are translated at average exchange rates (unless this is
not a reasonable approximation of the cumulative effect of the rates
prevailing on the transaction dates, in which case income and expenses are
translated at the dates of the transactions), and
· all resulting exchange differences are recognised in other comprehensive
income and accumulated in the foreign currency translation reserve.
On consolidation, exchange differences arising from the translation of any net
investment in foreign entities are recognised in other comprehensive income.
4.5 Taxation
The income tax expense or credit for the period is the tax payable on the
current period's taxable income, based on the applicable income tax rate for
each jurisdiction, adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences and to unused tax losses.
Current tax
The current income tax charge is calculated on the basis of the tax laws
enacted or substantively enacted at the end of the reporting period in the
countries where the Company and its subsidiaries operate and generate taxable
income.
Management periodically evaluates positions taken in tax returns with respect
to situations in which applicable tax regulation is subject to interpretation,
and it considers whether it is probable that a taxation authority will accept
an uncertain tax treatment. The Group measures its tax balances based on
either the most likely amount or the expected value, depending on which method
provides a better prediction of the resolution of the uncertainty.
Current tax assets and tax liabilities are offset where the entity has a
legally enforceable right to offset and intends either to settle on a net
basis, or to realise the asset and settle the liability simultaneously
Deferred tax
Deferred income tax is provided in full, using the liability method, on
temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the consolidated financial statements. Deferred
income tax is determined using tax rates (and laws) that have been enacted or
substantively enacted by the end of the reporting period and are expected to
apply when the related deferred income tax asset is realised or the deferred
income tax liability is settled.
Deferred tax assets are recognised only if it is probable that future taxable
profits will be available to utilise those temporary differences and losses.
Deferred tax assets and liabilities are not recognised for temporary
differences between the carrying amount and tax bases of investments in
foreign operations where the Company is able to control the timing of the
reversal of the temporary differences and it is probable that the differences
will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset where there is a legally
enforceable right to offset current tax assets and liabilities and where the
deferred tax balances relate to the same taxation authority.
Current and deferred tax is recognised in profit or loss, except to the extent
that it relates to items recognised in other comprehensive income or directly
in equity. In this case, the tax is also recognised in other comprehensive
income or directly in equity, respectively.
4.6 Intangible assets
Separately acquired patents, trademarks and other rights are shown at
historical costs. They have a finite useful life of ten years and are
subsequently carried at cost less accumulated amortisation and impairment
losses.
4.7 Property, plant and equipment
Property, plant and equipment are stated at historical cost less depreciation.
Historical cost includes expenditure that is directly attributable to the
acquisition of the items.
Subsequent costs are included in the asset's carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Group and the cost
of the item can be measured reliably. The carrying amount of any component
accounted for as a separate asset is derecognised when replaced. All other
repairs and maintenance are charged to profit or loss during the reporting
period in which they are incurred.
Right of use assets are depreciated on a straight-line basis over the lease
term. The estimated useful lives are as follows:
Office equipment 2-5 years
The assets' residual values and useful lives are reviewed, and adjusted if
appropriate, at the end of
each reporting period.
4.8 Leases
Assets and liabilities arising from a lease are initially measured on a
present value basis, with the Group's incremental borrowing rate as the
discount rate. Lease liabilities include the net present value of the
following lease payments:
· fixed payments (including in-substance fixed payments), less any lease
incentives receivable,
· lease payments to be made under an extension option if the Group is
reasonably certain to exercise the option, and payments of penalties for
terminating the lease, if the lease term reflects the Group exercising that
option.
Lease payments are allocated between principal and finance cost. The finance
cost is charged to profit or loss over the lease period so as to produce a
constant periodic rate of interest on the remaining balance of the liability
for each period. Payments are recognised as financing activities in the
Statement of Cash Flows.
Right-of-use assets are measured at cost, comprising the following:
· the amount of the initial measurement of lease liability,
· any lease payments made at or before the commencement date, less any
lease incentives received,
· any initial direct costs, and
· restoration costs.
The Company takes advantage of the practical expedient which allows an
exemption from recognition for leases with terms of 12 months or less and low
value assets. Leases with terms of 12 months or less or which are considered
low value are recognised on a straight-line basis over the lease term.
4.9 Inventories
Inventories are valued at the lower of cost and net realisable value. Cost is
calculated on a weighted
average cost basis.
Inventories are assessed for impairment at the end of each reporting period.
If inventory is impaired, the carrying amount is reduced to its selling price
less costs to complete and sell. The impairment loss is recognised immediately
in profit or loss.
4.10 Financial instruments
A financial instrument is any contract that gives rise to a financial asset of
one entity and a financial
liability or equity instrument of another entity.
Financial instruments are classified into one of the categories discussed
below in accordance with
IFRS 9, with reference to the business model for that instrument and the
contractual cash flow
characteristics.
Financial assets and liabilities are offset and the net amount reported in the
financial statements if there is a currently enforceable legal right to offset
the recognised amounts and there is an intention to settle on a net basis, or
to realise the assets and settle the liabilities simultaneously.
The accounting policy for each category is as follows:
Financial assets
Financial assets comprise cash and cash equivalents and receivables.
Receivables consist of trade and other receivables. These assets are
non-derivative financial assets with fixed or determinable payments that are
not quoted in an active market. These assets are initially recognised at
transaction price plus transaction costs that are directly attributable to
their acquisition or issue and are subsequently carried at amortised cost
using the effective interest rate method, adjusted for any change in expected
credit losses.
Impairment of financial assets
The IFRS 9 impairment model requires the recognition of 'expected credit
losses'. Therefore, it is not
necessary for a credit event to have occurred before credit losses are
recognised. The impairment model applies to the Group's financial assets.
For trade receivables the Group has applied the simplified approach permitted
by IFRS 9 in calculating expected credit losses. This approach requires
expected lifetime losses to be recognised from initial recognition of the
receivables.
In addition to adopting the IFRS 9 simplified approach for trade receivables,
the Group discloses an ageing analysis of trade receivables, and the basis of
the lifetime expected credit loss calculation (historical loss rates,
forward looking adjustments and any segmentation) together with a movement
schedule of the loss allowance (see note 18).
Financial liabilities
Financial liabilities comprise trade and other payables, borrowings and lease
liabilities.
Trade and other payables
Trade and other payables are initially recognised at fair value and
subsequently carried at amortised
cost using the effective interest method.
Lease liabilities
Lease liabilities are recognised at the present value of future lease payments
and subsequently carried at amortised cost using the effective interest
method.
Borrowings
Borrowings are initially recognised at fair value and subsequently carried at
amortised cost using the
effective interest method.
Derecognition
A financial liability is derecognised when the obligation under the liability
is discharged or cancelled or expires.
Classification of financial instruments issued by the Group
Financial instruments issued by the Group are treated as equity only to the
extent that they meet the following two conditions:
Right-of-use assets are measured at cost, comprising the following:
· they include no contractual obligations upon the Group to deliver cash or
other financial assets or to exchange financial assets or financial
liabilities with another party under conditions that are potentially
unfavourable to the Group; and
· where the instrument will or may be settled in the Group's own equity
instruments, it is either a non-derivative that includes no obligation to
deliver a variable number of the Group's own equity instruments or is a
derivative that will be settled by the Group exchanging a fixed amount of cash
or other financial assets for a fixed number of its own equity instruments.
4.11 Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash
equivalents includes cash on hand and demand deposits held with financial
institutions.
4.12 Share capital
Share capital is the nominal value of the entire share capital of the Company.
Incremental costs directly attributable to the issue of new shares or options
are shown in equity as a deduction from the proceeds. IPO costs have been
shown as a deduction from the proceeds where it has been determined that they
are directly attributable to the share issuance. All other costs of the IPO
have been recognised in profit or loss.
4.13 Share-based payments
Equity-settled share-based payments to employees and others providing similar
services are measured at the fair value of the equity instruments at the grant
date. The fair value excludes the effect of non-market-based vesting
conditions.
The fair value determined at the grant date of the equity-settled share-based
payments is expensed on a straight-line basis over the vesting period, based
on management's estimate of the number of equity instruments that will
eventually vest. At each reporting date, management revises their estimate of
the number of equity instruments expected to vest as a result of the effect of
non-market-based vesting conditions. The impact of the revision of the
original estimates, if any, is recognised in profit or loss such that the
cumulative expense reflects the revised estimate, with a corresponding
adjustment to reserves.
Equity-settled share-based payment transactions with parties other than
employees are measured at the fair value of the goods or services received,
except where that fair value cannot be estimated reliably, in which case they
are measured at the fair value of the equity instruments granted, measured at
the date the entity obtains the goods or the counterparty renders the service.
4.14 Dividends
Provision is made for the amount of any dividend declared, being appropriately
authorised and no longer at the discretion of the entity, on or before the end
of the reporting period but not distributed at the end of the reporting
period. Interim dividends are recorded as paid.
4.15 Segment information
The chief operation decision-maker ("CODM") is considered to be the Board of
Directors. The CODM allocates resources and assesses the performance of the
business and other activities at the operating segment level.
The CODM has determined that the Group has one operating segment, which is the
marketing and sale of diagnostic equipment for the automotive industry. The
Group's products are similar in nature, and the business is managed on a
unified basis by the Board of Directors.
4.16 Product warranty provision
A product warranty provision corresponds to warranties provided as part of the
sale of goods and provide assurance to the customer that the product will work
as sold. Provision is made for the expected costs based on historical claims
experienced and expected future trends
4.17 New and amended IFRS standards that are effective for the current year
The Group applied for the first-time certain standards and amendments, which
are effective for annual periods beginning on or after 1 January 2025 (unless
otherwise stated). The Group has not early adopted any other standard,
interpretation or amendment that has been issued but is not yet effective.
Lack of exchangeability - Amendments to IAS 21
For annual reporting periods beginning on or after 1 January 2025, Lack of
Exchangeability - Amendments to IAS 21 The Effects of Changes in Foreign
Exchange Rates specifies how an entity should assess whether a currency is
exchangeable and how it should determine a spot exchange rate when
exchangeability is lacking. The amendments also require disclosure of
information that enables users of its financial statements to understand how
the currency not being exchangeable into the other currency affects, or is
expected to affect, the entity's financial performance, financial position and
cash flows. The amendments did not have a material impact on the Group's
financial statements.
5. Critical accounting judgements and key sources of estimation uncertainty
The Group makes judgements, estimates and assumptions that affect the
application of policies and the carrying values of assets and liabilities,
income and expenses. The resulting accounting estimates calculated using these
judgements will, by definition, seldom equal the related actual results but
are based on the experience of the Directors and expectation of future events.
The estimates are reviewed on an on-going basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised.
Whilst the Directors have made estimations, none of them are considered to
have a significant risk of a material change to the carrying amount of the
financial assets and liabilities of the Group in the next financial year.
6. Analysis of revenue
The whole of the revenue is attributable to the principal activity of the
Group, the marketing and sale of
diagnostic equipment for the automotive industry.
2025 2024
$ $
Analysis of revenue by geography
US 37,528,883 30,405,061
Rest of World 1,825,076 890,675
39,353,959 31,295,736
The Directors consider the Group to have only one operating segment. Details
of the sole operating segment are shown in the consolidated statement of
comprehensive income, consolidated statement of financial position and
consolidated statement of cash flows.
The following customers made up over 10 per cent. of revenue:
2025 2024
$ $
Customer 1 6,282,878 4,626,434
Customer 2 5,597,011 6,246,772
Customer 3 - 3,536,911
Where revenue from any of the customers shown above was less than 10 per cent.
of total revenue in any year, the amount of revenue has been shown as $nil.
7. Operating profit
The following expenses are included within cost of sales:
2025 2024
$ $
Sale of inventory 23,504,879 17,397,470
Reversal of inventory write-down (26,523) (96,493)
Freight costs 129,195 64,443
23,607,551 17,365,420
The following expenses are included within selling and marketing expenses:
2025 2024
$ $
Employee benefits expense 2,028,514 1,836,017
Depreciation expense 10,944 7,825
The following expenses are included within general and administrative
expenses:
2025 2024
$ $
Employee benefits expense 1,253,943 805,691
Depreciation expense 365,852 346,858
The following expenses are included within research and development expenses:
2025 2024
$ $
Employee benefits expense 193,326 -
Amortisation expense 5,108 -
8. Auditors' remuneration
2025 2024
$ $
Fees payable to the Group's auditors for the audit of the Group's and
Company's annual accounts 262,626 -
Fees payable to the Group's auditors for other services 579,176 -
841,802 -
9. Employees
Staff costs, including director's remuneration, were as follows:
2025 2024
$ $
Wages and salaries 3,421,607 2,369,699
Social security costs 199,317 151,285
Pension costs 66,448 1,073
3,687,372 2,522,057
The average number of employees, including the Directors, during the year was
as follows:
Group Group
2025 2024
Operational staff 12 14
Administrative staff 22 16
34 30
10. Directors' remuneration and key management personnel compensation
The Directors' aggregate remuneration in respect of qualifying services were:
2025 2024
$ $
Directors' emoluments 390,432 164,962
Additional remuneration was paid to the directors by entities in the MGL Group
that do not form part of the Group. The cost of this remuneration was not
charged to the Group.
Key management equates to Directors' remuneration.
11. Finance costs
2025 2024
$ $
Interest payable on borrowings 98,922 221,991
Interest payable on leases 24,288 31,523
123,210 253,514
12. Taxation
2025 2024
$ $
Corporation tax
US corporate income tax 1,448,551 2,012,644
Total current tax 1,448,551 2,012,644
Deferred tax
Origination and reversal of timing differences 38,582 (64,782)
Total deferred tax 38,582 (64,782)
Income tax charge 1,487,133 1,947,862
Factors affecting tax charge for the year
The tax charge for the year can be reconciled to the profit per the Statement
of Comprehensive Income as follows:
2025 2024
$ $
Profit before tax 4,543,072 7,699,487
Profit before tax multiplied by the US federal corporate income tax
rate of 21% 954,046 1,616,892
Effects of:
Disallowable expenditure 213,600 1,796
Tax credits - (41,750)
State corporate taxes 20,384 419,915
Overseas tax profits and losses taxed at different rates - (1,574)
Impact of carve-out of profits and losses - (47,417)
Witholding taxes 215,882 -
Losses for which no deferred tax asset recognised 83,221 -
Income tax charge 1,487,133 1,947,862
There were no changes in the US deferral corporate income tax rate throughout
the periods.
The Group is also subject to income tax on profits in the United Kingdom and
Spain.
13. Earnings per share
2025 2024
$ $
Net profit attributable to ordinary shareholders ($) 3,055,939 5,751,625
Basic weighted average number of shares in issue (number) 60,750,836 60,000,020
Basic earnings per share (cents) 5.03 9.60
2025 2024
$ $
Net profit attributable to ordinary shareholders ($) 3,055,939 5,751,625
Diluted weighted average number of shares in issue (number) 60,899,410 60,000,020
Diluted earnings per share (cents) 5.02 9.60
Basic earnings per share is calculated by dividing profit attributable to
ordinary shareholders by the weighted average number of ordinary shares in
issue during the period. Diluted earnings per share is calculated by adjusting
profit attributable to ordinary shareholders and the weighted average number
of ordinary shares for the effects of all dilutive potential ordinary shares.
As explained in notes 1 and 2, the Group did not exist in its current legal
form during the comparative period. Therefore, the comparative basic and
diluted earnings per share figures presented above are pro forma in nature.
The weighted average number of ordinary shares used for comparative purposes
is 60,000,020, which represents the number of shares issued upon the Group
reorganisation which commenced in December 2024 (see note 1). On 17 November
2025, the Company consolidated its ordinary shares. The impact of this has
also been included in the calculation of the weighted average number of
shares.
Earnings per share are presented in cents and have been rounded to two decimal
places.
14. Intangible assets
Patents,
trademarks,
and
other rights
$
Cost
At 1 January 2025 -
Additions in year 168,000
At 31 December 2025 168,000
Depreciation
At 1 January 2025 -
Charge in year 5,108
At 31 December 2025 5,108
Net book value
At 31 December 2025 162,892
15. Property, plant and equipment
Right of use Office
assets equipment Total
$ $ $
Cost
At 1 January 2024 1,699,758 265,063 1,964,821
Additions in year - 5,089 5,089
Disposals in year - (86,261) (86,261)
At 31 December 2024 1,699,758 183,891 1,883,649
Additions in year 3,334,028 77,191 3,411,219
Disposals in year - (9,189) (9,189)
Foreign exchange movement 6,564 282 6,846
At 31 December 2025 5,040,350 252,175 5,292,525
Depreciation
At 1 January 2024 668,758 211,022 879,780
Charge in year 334,378 20,305 354,683
Eliminated on disposal - (86,261) (86,261)
At 31 December 2024 1,003,136 145,066 1,148,202
Charge in year 356,187 20,512 376,699
Eliminated on disposal - (7,799) (7,799)
Foreign exchange movement 575 123 698
At 31 December 2025 1,359,898 157,902 1,517,800
Net book value
At 31 December 2025 3,680,452 94,273 3,774,725
At 31 December 2024 696,622 38,825 735,447
Right of use assets comprise land and buildings.
16. Deferred tax assets
2025 2024
$ $
At 1 January 816,207 751,424
(Charge)/credit to profit or loss (38,583) 64,783
At 31 December 777,624 816,207
The deferred tax assets arise on:
2025 2024
$ $
Intangible assets 386,513 412,497
Property, plant and equipment 24,820 36,204
Inventories 17,293 31,015
Loss allowance for trade receivables 7,417 18,489
Accruals 179,514 153,634
Lease liabilities 13,499 18,938
Share options 3,138 -
Provisions 145,430 145,430
777,624 816,207
The Group has recognised deferred tax assets where management considers it
probable that sufficient future taxable profits will be available to utilise
deductible temporary differences. The directors' assessment is based on the
Group's taxable profit forecasts prepared by management.
Deductible temporary differences and tax losses for which no deferred tax
asset is recognised total £174,383 in the UK and €nil in Spain. The losses
attributed to Spain arose in a legal entity that is not included in the Power
Probe Plc tax group and are therefore not available for utilisation by the
Group. Movements in recognised and unrecognised deferred tax balances are
shown in note 12.
17. Inventories
2025 2024
$ $
Finished goods 6,120,378 9,467,132
All inventories are pledged as collateral under a first‑ranking security
interest in favour of Bank of America, N.A. as security for the Group's
revolving credit facility (see note 27). The security interest extends to all
inventories together with related proceeds.
Details of the amount of inventories recognised as an expense, including
write-downs and reversals of write-downs, are shown in note 7.
18. Trade receivables
Trade receivables do not contain a significant financing component. These
financial assets have been reviewed at each year end and the following
provision for expected credit losses is considered necessary:
2025 2024
$ $
Gross carrying amount 5,858,063 5,356,332
Loss allowance (7,501) (51,116)
5,850,562 5,305,216
The loss allowances for trade receivables as at 31 December reconcile to the
opening loss allowances as follows:
2025 2024
$ $
Opening loss allowance at 1 January 51,116 195,575
Decrease in loss allowance recognised in profit or loss (43,615) (140,125)
Receivables written off during the year as uncollectible - (4,334)
Closing loss allowance at 31 December 7,501 51,116
The maximum exposure to credit risk at the reporting date is the carrying
value of the trade receivables balance. The Group does not hold any collateral
as security.
19. Other receivables and prepayments
2025 2024
$ $
Current
Related party receivables - 66,357
Prepayments 11,320 5,976
Other receivables 349,767 126,470
361,087 198,803
Other receivables include sales taxes receivable and deposits. Sales taxes
receivable are due from government authorities and are considered to carry no
material credit risk.
The maximum exposure to credit risk at the reporting date is the carrying
value of the other receivables balances. Related party receivables included at
the comparative reporting date were on normal commercial terms with no
collateral held as security. Further information in respect of credit risk for
financial assets is included in note 27.
20. Cash and cash equivalents
2025 2024
$ $
Cash at bank and on hand 15,255,062 2,134,531
21. Share capital and share premium
The allotted, called up and fully paid share capital is as follows:
2025 2024
$ $
73,702,404 Ordinary shares of £0.001 each 93,675 -
60,000,020 Deferred shares of £0.049 each 3,702,306 -
3,795,981 -
The movements in share capital and share premium during the year were:
Ordinary
share Share
Number capital premium Total
of shares $ $ $
As at the beginning of the year - - - -
Issued on incorporation 1 - - -
Issued on share-for-share exchange 300,000,099 3,777,863 - 3,777,863
Consolidation and subdivision (240,000,080) (3,702,306) - (3,702,306)
Issued for cash 13,702,384 18,118 14,838,361 14,856,479
Issuance costs - - (1,833,645) (1,833,645)
At the end of the year 73,702,404 93,675 13,004,716 13,098,391
Deferred
share Share
Number capital premium Total
of shares $ $ $
At the beginning of the year - - - -
Subdivision of ordinary shares 60,000,020 3,702,306 - 3,702,306
At the end of the year 60,000,020 3,702,306 - 3,702,306
The ordinary shares carry full voting rights, with one vote per share, are
eligible to receive dividends when declared by the Board and rank for any
capital distribution on a liquidation, sale or other exit event.
The deferred shares carry no voting or dividend rights. On a winding up,
holders of deferred shares are entitled to receive the amount paid up or
credited as paid up on the deferred shares, but only after payment to holders
of ordinary shares of the amounts paid up or credited as paid up on such
shares together with £1,000 per ordinary share. Deferred shares have no
further right to share in the assets of the company and are not redeemable.
On 26 February 2025, the Company issued 300,000,009 ordinary shares for £0.01
per share, equal to the nominal value.
On 17 November 2025, the Company consolidated its existing share capital on a
5-for-1 basis. As a result, 300,000,010 ordinary shares of £0.01 nominal
value each were consolidated into 60,000,020 ordinary shares of £0.05 nominal
value each.
Immediately following the consolidation, the Company subdivided each £0.05
ordinary share, creating 60,000,020 new ordinary shares of £0.001 nominal
value each and 60,000,020 new deferred shares of £0.049 nominal value each.
On 11 December 2025, the Company issued 13,702,384 new ordinary shares of
£0.001 each for £0.82 per share.
22. Share-based payments
On 4 December 2025, the Company approved its long-term incentive performance
share plan ("LTIP").
Under this LTIP, executive directors and employees of the Group are eligible
to receive awards of performance shares. The number, performance period,
performance metrics, threshold performance level, maximum performance level,
exercise price, exercise period, and vesting conditions or other conditions
and limitations applicable to exercise of each award are not specified in the
LTIP and are instead determined for each individual share award.
On 4 December 2025, 1,990,862 performance shares were awarded to certain
employees of the Group, with a total fair value of $1,756,788. Executive
directors of the Company received awards under the LTIP during the year.
For all of these awards, the performance period is the period from 1 January
2026 to 31 December 2028. The performance metric for 50% of the performance
shares is Earnings Before Interest, Tax, Depreciation and Amortisation
('EBITDA'), and the performance metric for the remaining 50% is Adjusted
Earnings per Share.
Each of these metrics has a threshold performance level and a maximum
performance level. If the threshold performance level is not met, then none of
the performance shares will vest. If the maximum performance level is met,
then all of the performance shares will vest. If the performance metric falls
in between the threshold level and the maximum level, then a proportionate
number of performance shares will vest, calculated on a straight-line basis.
The awards will also only vest if the relevant individual remains continuously
employed by the Group to the date of publication of the Group annual report
for the year ending 31 December 2028.
The exercise price is £0.001 per share and the exercise period ends on 31
December 2029.
An expense of $39,774 (2024: $nil) arises on the relation to the LTIP. This
expense is included within general and administrative expenses. Since no
consideration is paid for the awards, the fair value of the awards is based on
the share price at the date of grant, as adjusted for the probability of the
likely vesting of the performance conditions. The probability of performance
conditions which contain non-market conditions being met are reassessed
annually.
At the year end 1,990,862 (2024: nil) LTIP performance shares were
outstanding. The weighted average remaining vesting period of the LTIP
performance shares outstanding at the year end was 3.5 years (2024: nil).
23. Reserves
Share-based payment reserve
This reserve holds the fair value of share-based payments made prior to the
issuance of the relevant shares.
Foreign currency reserve
This reserve arises on the currency translation of subsidiaries with
functional currencies that differ from the functional currency of the Group.
Other reserve
This reserve represents the net investment attributable to the non-Power Probe
business and to the Group capital reorganisation. For further details, see
notes 1 and 2.
Retained earnings
This reserve holds the accumulation of profits and losses including any
dividends paid to shareholders.
24. Lease liabilities
2025 2024
$ $
At beginning of year 786,805 1,123,224
Additions 3,334,028 -
Interest expense 24,288 31,523
Payments (408,128) (367,942)
Foreign exchange movement (852) -
At end of year 3,736,141 786,805
The Group has lease contracts for land and buildings.
Throughout the prior year, the Group had one lease with an end date of 31
January 2027. On inception this lease was discounted at the Group's
incremental borrowing rate of 3.25%. During the year, the Group extended the
end date of this lease to 31 January 2034. On extension this lease was
discounted at 5.58%.
During the year, the Group entered into a new lease with an end date of 26
June 2030. This lease was discounted at 7.25%.
The weighted average remaining lease term is 7.88 years (2024: 2.08 years).
The lease agreements do not impose any covenants other than the security
interests in the leased assets that are held by the lessor. Leased assets may
not be used as security for borrowing purposes.
The Group has not identified any leases with lease terms of 12 months or less.
The Group does not have any leases where the Group is a lessor.
2025 2024
$ $
Maturity analysis of leases
Current 258,239 362,457
1 to 5 years 3,477,902 424,348
3,736,141 786,805
25. Trade and other payables
2025 2024
$ $
Current
Trade payables 3,811,686 221,033
Current tax payable 758,957 532,949
Other taxes and social security payable 71,629 231,090
Related party payables 218,731 5,003,257
Accruals 1,975,551 1,126,512
Other payables 319,905 252,000
7,156,459 7,366,841
26. Provisions
2025 2024
$ $
At 1 January 1,216,586 831,858
Charge to profit or loss - 384,728
At 31 December 1,216,586 1,216,586
Provisions are recognised in respect of uncertain taxes. The uncertain tax
position relates primarily to US corporate tax and relates to earlier periods.
The liability has been measured based on the most likely amount. Any movement
in the provision is recognised in income tax expense.
27. Financial instruments
The Group's treasury policy is to avoid transactions of a speculative nature.
In the course of trade, the Group is exposed to a number of financial risks
that can be categorised as market, credit and liquidity risks. The Board has
identified the risks within each category and considers the impact on the
activities of the Group as part of their regular meeting routine.
Principal financial instruments
The principal financial instruments used by the Group, from which financial
instrument risk arises, are as follows:
Trade receivables
Other receivables and prepayments
Cash and cash equivalents
Trade and other payables
Borrowings
Lease liabilities
A summary of the financial instruments held by category is provided below:
2025 2024
$ $
Financial assets at amortised cost
Cash and cash equivalents 15,255,062 2,134,531
Trade receivables 5,850,562 5,305,216
Other receivables - 66,357
Total financial assets 21,105,624 7,506,104
Financial liabilities at amortised cost
Trade and other payables 6,325,873 6,602,802
Lease liabilities 3,736,141 786,805
10,062,014 7,389,607
The carrying amounts of all financial assets and financial liabilities
recognised in the financial statements approximate their fair values (due to
their interest-bearing nature or short times to maturity).
Currency risk
The Group's financial risk management objective is broadly to seek to make
neither profit nor loss from exposure to currency or interest rate risks. The
Group is exposed to transactional foreign exchange risk and takes profits and
losses as they arise, as in the opinion of the Directors, the cost of hedging
against fluctuations would be greater than the related benefit from doing so.
The Group does not hold any trade or other receivables or cash balances in any
currency other than US dollars.
The Group does not hold any significant trade payables in any currency other
than US dollars and therefore any sensitivity analysis would be immaterial to
these accounts.
Credit risk
Credit risk is the risk that a customer or counterparty to a financial
instrument will fail to perform or fail to pay amounts due causing financial
loss to the Group. Credit risk within the Group arises from cash and cash
equivalents, and trade and other receivables. The maximum exposure to credit
risk is the carrying amount of these financial instruments.
The Group's exposure to credit risk arises principally from cash and cash
equivalents and trade and other receivables. The Group applies the IFRS 9
simplified approach to trade receivables and measures loss allowances at an
amount equal to lifetime expected credit losses. Other financial assets use a
12‑month or lifetime expected credit loss basis as appropriate. The maximum
exposure to credit risk at 31 December 2025 is set out in note 18. Movements
in the loss allowance for trade receivables are shown in note 18. The Group
applies a rebuttable presumption that receivables more than 30 days past due
are credit‑impaired and assesses impairment using historical loss rates
adjusted for forward‑looking information. No collateral is held against
trade receivables. Where there is objective evidence that recovery is
improbable the asset is written off against the allowance.
The contractual cash flows on these financial assets have not been modified or
renegotiated in the current or prior year.
If there is evidence that there is no reasonable expectation of recovery and
the counterparty is in severe financial difficulties, the financial asset will
be written off.
The contractual cash flows on these financial assets have not been modified or
renegotiated in the current or prior year.
If there is evidence that there is no reasonable expectation of recovery and
the counterparty is in severe financial difficulties, the financial asset will
be written off.
Liquidity risk
At 31 December 2025 the Group was exposed to liquidity risk as part of its
normal trading cycle. This risk was managed historically through short‑ and
long‑term cashflow forecasting and the use of cash resources and credit
facilities - at that date the Group held cash and cash equivalents of
$15,255,062 and had no drawn borrowings; further details of the Group's
historical liquidity are shown in the consolidated cash flow statement.
In addition, on 31 October 2025, the Group entered into a new revolving line
of credit agreement with Bank of America, N.A., which replaced the Group's
previous line of credit facility with The PNC Financial Services Group, Inc.
The new facility offers a drawdown of up to $8,000,000, available from 31
October 2025 until 30 November 2027. The interest rate applicable to the
facility is the Term SOFR Daily Floating Rate plus 1.9 per cent. per annum,
subject to a minimum base rate of 1.25 per cent.
The facility allows for early repayment without penalty and is secured by the
Group's inventory and receivables. The agreement includes financial covenants
requiring the Group to maintain an Asset Coverage Ratio of at least 1:1.0 and
a Basic Fixed Charge Coverage Ratio of at least 1.15:1.0.
The table below summarises the maturity profile of the Group's financial
liabilities, based on contractual, undiscounted payments:
Less than 1 year More than 5 years
2 to 5 years Total
$ $ $ $
Year ended 31 December 2025
Trade and other payables 6,325,873 - - 6,325,873
Lease liabilities 462,631 4,236,138 - 4,698,769
6,788,504 4,236,138 - 11,024,642
Capital risk
The Directors define capital as the total equity of the Company. The
Directors' current objectives when managing capital are to safeguard the
Company's ability to continue as a going concern in order to provide returns
for shareholders and benefits for other stakeholders and to maintain an
optimal structure to reduce the cost of capital.
Capital is monitored using gearing ratios and liquidity metrics. There are no
externally imposed capital requirements, and internal requirements are
designed to maintain adequate financial flexibility to preserve its ability to
meet financial obligations, both current and long term. As part of this, the
Group has access to various revolving credit facilities, which are drawn down
as required.
In order to maintain an optimal capital structure, the directors may adjust
the amount of dividends paid to shareholders, return capital to shareholders
and issue new stock to reduce debt.
28. Net debt reconciliation
All changes in liabilities arising from financing activities relate to
movements in borrowings and lease liabilities. An analysis is provided below:
Borrowings 2025 2024
$ $
At beginning of year - 2,334,285
Cash flows
Net repayments to revolving credit facility - (2,309,847)
Non-cash changes
Movement on accrued interest - (24,438)
At end of year - -
Lease liabilities 2025 2024
$ $
At beginning of year 786,805 1,123,224
Cash flows
Principal payments (383,840) (336,419)
Interest payments (24,288) (31,523)
Non-cash changes
Lease additions 3,334,028 -
Interest accrued in the year 24,288 31,523
Foreign exchange movement (852) -
At end of year 3,736,141 786,805
The changes in net debt are:
2025 2024
$ $
At beginning of year 1,347,726 (1,014,386)
Cash flows 408,128 2,369,197
Additions or acquisitions (3,334,028) -
Other non-cash changes (23,436) (7,085)
At end of year (1,601,610) 1,347,726
29. Cash flows relating to spin out
Prior to the spin out, the previous group maintained a central cash function
and thus the cash flows relating to the non-Power Probe business have been
presented within financing activities as "cash flows relating to spin out".
These cash flows represent those cash movements that were not attributed to
the Power Probe business.
30. Related party transactions
The Group has the following transactions with entities under common
significant influence and with key management personnel in common:
Sales of goods 2025 2024
$ $
KPS Euman S.L. 44,857 -
KPS USA, Inc 3,648 -
MGL Global Solutions Ltd - 87,376
Purchases of goods 2025 2024
$ $
MGL APPA Corporation 9,653,441 71,189
MGL Global Solutions Ltd 9,057,830 18,815,079
KPS Euman S.L. 729,204 -
MGL Global Solutions Limited 330,258 2,060,684
The Group has the following balances with entities under common significant
influence and with key management personnel in common:
Related party receivables 2025 2024
$ $
MGL Global Solutions Ltd - 13,206
Related party payables 2025 2024
$ $
KPS Euman S.L. 100,995 -
Power Probe Group, S.L. 97,055 -
MGL APPA Corporation 32,400 -
KPS UK Legacy Projects Limited 16,413 -
KPS USA, Inc 4,285 -
MGL Global Solutions Ltd - 3,504,787
MGL Global Solutions Limited - 1,407,851
MGL International Group Limited - 99,712
A significant proportion of the Group's purchases are made from related party
entities, giving rise to risk related to counterparty dependence. A full
description of the risk arising and the mitigations in place can be found in
the Principal Risks and Uncertainties section of the Strategic Report.
All of the above balances are unsecured and are to be settled in cash.
Directors' remuneration and key management personnel compensation are
disclosed in note 10.
31. Ultimate controlling party
The Directors consider that there is not one ultimate controlling party.
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